- University of Pennsylvania Law School (J.D., 1986)
- Yale University (B.A., magna cum laude, 1983)
Bar & Court Admissions
- New Jersey Supreme Court
- U.S. District Court, District of New Jersey
- American Bar Association (Business Section)
- Essex County Bar Association
- New Jersey State Bar Association
Laurence M. SmithMember of the Firm
Phone (973) 530-2021
Fax (973) 530-2221
Laurence Smith is the co-chair of Wolff & Samson's Corporate and Securities Group. Larry has a broad-based transactional practice that includes mergers and acquisitions, private equity transactions on behalf of both funds and issuers of debt and equity instruments, and syndicated, middle-market, asset-based and secondary loan transactions for commercial lenders and institutional investors. As a member of the firm’s Corporate Travel Group, Larry also handles corporate travel matters on behalf of Fortune 500 companies.
Combining his experience in M&A and commercial finance transactions, Larry represents lenders and investors in the purchase and sale of distressed debt, often as a means of acquiring the company that issued the debt. Understanding the vulnerabilities, points of leverage, timing and obstacles presented by each situation, Larry has counseled clients in acquiring the assets of a failing company through a secured party sale under Article 9 of the Uniform Commercial Code or a controlling equity stake in a target through the conversion of debt to equity. If a stop in bankruptcy is prudent or unavoidable, Larry works with members of our bankruptcy group to structure and conduct sales under Section 363 of the Bankruptcy Code. Creativity and a multi-disciplinary approach have consistently enabled Larry to help clients achieve favorable results.
Larry’s representative transactions include:
- Representing a Minnesota investment fund in acquiring a controlling stake in a delisted company in the educational text book industry through the conversion of debt to senior preferred equity
- Representing a manufacturing company in the auto parts industry in purchasing through an Article 9 sale substantially all of the assets of its primary domestic U.S. competitor
- Representing a plastics manufacturer in the attempted purchase through an Article 9 sale of the assets of a North Carolina manufacturing company and, following the commencement of an involuntary bankruptcy proceeding against the target, the purchase of its secured debt and the acquisition of its assets by credit bidding in a Section 363 sale
- Representing a manufacturer of nail enamel in its corporate restructuring to facilitate the acquisition of a controlling equity stake in a competitor and, following a stockholder dispute, the purchase of the secured debt and acquisition of the assets of the competitor in an Article 9 sale
- Representing a company in transferring control to the holders of its second lien debt, through a reverse triangular merger in which the debt holders acquired an indirect majority interest in the company by converting debt to equity
- Representing a client in acquiring luxury brand auto dealers through the purchase of the dealers’ secured debt and, thereafter, the acquisition of their assets through an Article 9 sale, which followed an attempt to acquire the dealerships in an asset purchase transaction and the dismissal of a bankruptcy proceeding which had been filed to block the acquisition
- Representing the former majority stockholder of a public company in enforcing the promissory note and stock pledge that had been issued to him in connection with the company’s “going private” transaction. The battle to enforce the client’s rights culminated in obtaining the dismissal of a bankruptcy proceeding that had been filed in bad faith and a judgment by an equity court mandating the turn over of the pledged stock and control of the company to the client
- Representing a client in acquiring through Article 9 sales substantially all of the assets of manufacturing companies based in California and Nevada
A frequent contributor to legal journals and business publications, Larry’s articles in the areas of private equity, secured party transactions and banking law have been published in The Journal of Private Equity, Seton Hall Law Review, Pratt's Journal of Bankruptcy Law, Bank & Lender Liability, The Banking Law Journal and the New Jersey Law Journal. Larry’s article, “MetLife Capital – The Uncertain Fate of Default Rate and Late Fee Provisions,” was one of the authorities cited by the New Jersey State Supreme Court in its landmark commercial decision in MetLife Capital Financial Corp. v. Washington Ave., 159 N.J. 484, 732 A.2d 493, N.J., 1999.
Larry is listed in the 2014 edition of Chambers USA: America’s Leading Lawyers for Business in the area of Corporate/M&A. He is also listed in The Best Lawyers in America in the area of Banking and Finance Law and has an AV® rating from Martindale-Hubbell.
Larry earned his law degree at the University of Pennsylvania where he served as editor for the Journal of Comparative Business and Capital Market Law. He earned his undergraduate degree in economics from Yale University with magna cum laude honors and distinction in his major. After graduating from law school, Larry served as a law clerk to Judge Herman D. Michels, presiding judge of the Appellate Division, New Jersey Superior Court.